MINUTES OF THE MEETING OF THE MEMBERS OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY January 20, 2026 The meeting of the Osceola County Housing Finance Authority was held at the Hart Memorial Library, Roseada Room, 211 E. Dakin Avenue, Kissimmee, Florida on the 20th day of January, 2026at 1:00p.m, The following members were present: Duane "Rocky" Owen, Chairman Casmore Shaw, Secretary Karen Giel, Assistant Secretary Renee Lavendar, Assistant Secretary -via telephone Also present were: George S. Flint -GMS -CF, LLC JanCarpenter, Esq. -Latham,Luna,Eden& Beaudine,LLP -via telephone Mike Watkins -Greenberg Traurig -Bond Counsel-via telephone Robert Cheng -Shutts & Bowen -via telephone BarbaraSmith -SeltzerManagement-via telephone Ryan Johnson -Seltzer Management -via telephone Miller Calhoun -Dominium Matt Hodges -Balsam Green Major Lee -Envolve Communities ITEM #1 Call to Order Mr. Owen called the meeting to order at 1:00 PM. Four Board Members were physically present, constituting a quorum. ITEM #2 Public Comment Period There being none, ITEM #3 Approval of Minutes A. October 21, 2025 Board Meeting Mr. Flint asked ifthere were any comments or corrections? January20, 2026 OsceolaCountyHFA Ms. Carpenter stated I had a couple minor ones, just clarifying things on the first page. On MOTION by Mr. Shaw, seconded by Mr. Owen, with all in favor, the minutes of the October 21, 2025 Board meeting were approved, subject to incorporating District Counsel's comments. ITEM #4 Status of TEFRA Hearings -San Jose & Palmera Ms. Carpenter for TEFRA for San Jose we had to re-TEFRA because it lasted more than a year. We finished the hearings. We've got the resolution from Osceola County and Seminole had the hearing on the 13th, but we're still waiting to get the resolution and then for Palmera, that one, the Osceola County Board approved it, so we're in good shape to go forward on those. ITEM #5 Status of San Jose Closing Process Ms. Carpenter stated they had planned to close in December, but this has a HUD 241 loan. With the government closing in the end of last year, HUD got delayed. They're looking to have documents final in the next week or so to submit to HUD, with probably a March closing now. They're moving along, they just got delayed because of HUD, which every HUD deal has gotten delayed. ITEM #6 Consideration of Credit Underwriting Report for Crestwood Village Apartments Bond Issuance Mr. Flint stated item six is consideration of the Credit Underwriting Report for Crestwood Village Apartments. Ms. Carpenter stated the report is in the agenda package. There were one or two minor changes since we have the report finalized. Josh or Barbara, are you on? Do you want to give a oneminute overview ofthe development and the approval? Ms. Smith stated we do recommend approval of the MMRV multi-family and as far as the changes to the application, they were minor and there were a few featured amenities that we would want Dan to discuss with the Board. It was with approval of those we do recommend moving forward. Ms.Carpenterstated justaquickoverviewthiswillbe 100% oftheunitsat60% AMI. A. Ad Valorem Tax Exemption Request Ms. Carpenter stated the next item is the request for the ad valorem tax exemption, which 2 January 20, 2026 Osceola CountyHFA would then have a 99-year term of affordability, which we talked about the last meeting. We're going to be getting that from all the developers, unless they're a nonprofit or elderly, or have some other way to get a tax exemption. Construction financing will be through M1 bank and then it's going to flip to a GrandbridgeJFreddie deal after construction. And Freddie's been doing a bunch of these deals, so we're all familiar with the Freddie Mac program. Everything else is pretty much as required. They had requested no personal guarantor,and 1jumped in, since the Board doesn't have experience knowing you would not accept that, and they have come up with a personal guarantor for this first deal, and I'm sure future deals, they will be looking for a change in that everything else underwrote the way it should. Seltzer had really no issues at all on the underwriting part of the financial issues on this, the issues she's talking about are when PeA came back, which is the planning cost review that our independent construction expert provides. They had two or three minor issues. One was the bathtubs are steel tubs. They had talked about replacing them, and to replace them, they'd have to tear up the floors. And the PCA representative said that those are actually much better tubs than the fiberglass tubs that they would put in. They recommended stay with the steel tubs. They said the steel tubs could be repainted down the road ifand when they ever die. And then the water heaters, because these are only 30 gallons. They're not Energy Star certified. But again, the PCA representative said that they meet performance standards. Major was there anything else? Mr. Lee responded yes, the sinks. It required double basin sinks, which we currently have at the property. The only countertops that we're planning on replacing are the ones in ADA units and the ones that have existing damage. cracks or chips. If we were to go in and tear out the existing double bowl sinks to put back double bowl sinks, we risk damaging the countertops. So, weare hoping to only replace the fixtures, as well as the P traps, all the plumbing. and essentially everything involved with the sink, except for the sink itself, just to make sure that we don't damage the countertops in the kitchen. Ms. Carpenter stated Moran Consultants is the Underwriter. They are a Florida Housing approved underwriter, and they looked at all this and did not have any issues. And they say, in fact, on the bathtubs, they said that they were better than what you replaced them with. So with that, Major is here from the developer, ifyou have any questions. 3 January20, 2026 OsceolaCountyHFA On MOTION by Mr. Shaw, seconded by Ms. Giel, with all in favor, Consideration of Credit Underwriting Report for Crestwood Village ApartmentsBondIssuance,was approved On MOTION by Mr. Shaw, seconded by Ms. Giel, with all in favor, the Ad Valorem Tax Exemption Request, was approved. ITEM #7 Consideration of Request to Transfer St. Cloud Village Apartmeots (Bond LURA Assumption) Mr. Flint stated item seven is consideration of the request to transfer the S1. Cloud Village apartments, the bond LURA assumption. Ms. CarpenterstatedthisisSt Cloudvillage,aDominiumprojectdevelopment.Thisisone of their older ones, the Underwriting Report was dated in 2013 they are looking to sell the property to a Nuveen affiliate. They will pay off the bonds and refinance them, but the LURA will stay in place, the regulatory agreement, so that will they will stay affordable. First Housing was the Underwriteron this one, and their draft recommendation letter is included. They will finalize it and sign it. They had just sent a draft to seeifwe had any questions, and this is pretty standard, any principalswouldsignanyassumptiondocuments. Inthiscase,they'djust beassignedtoLURA,the reserveswouldall be transferredto the new lender,thatthe bondswouldbe redeemed.Compliance feesand servicingfees willbepaiddown theroadtomakesurethattheLURA is being servicedby First Housing.Tfyouhave any questions,an attorneyfor one ofthe partiesis on. On MOnON by Ms. Giel, seconded by Mr. Shaw, with all in favor Consideration of Request to Transfer S1. Cloud Village Apartments (Bond LURA Assumption), was approved. Mr. Cheng stated 1just wanted to mention one thing, there will be a slight change to the nameofthe buyerentityfromwhatwasprovided,aswenastwo oftheuppertier entitiesjust dueto somenamingconventionsatNuveenthatwererevisedafterthe organizationchartwassubmittedto FirstHousingand to you. I cansendthosetoyou,it doesnotaffectany ofthe uppertierownership, it's just some of these mid tiers. The naming conventions make it consistent with their internal program. Ms. Carpenter ask they're still affiliates of Nuveen's, but no change in actual ownership. correct? Mr. Cheng responded correct. 4 January 20, 2026 Osceola County HFA Ms. Carpenter stated if you could send those final names to us and to Taylor Aroda at First Housing, so they can get it in the final report they sign, that would be helpful. The only other thing is they're looking for a management company, and the HFA has adopted the Florida Housing standards, so they would need to be approved. by Florida Housing. There are credits on the project, so they'd have to do that for the credits anyway, but Tknow that was one of the conditions, to get , approval ofthe management company. Mr. Cheng responded as soon as it's been selected, T'lIlet you and Taylor know as well as Chad Peterson over at Florida Housing. ITEM #8 Consideration of Ad Valorem Tax Exemption for 2231 Fortune Road Project (palmera -Balsam Green) Mr. Flint stated item eight is consideration of the ad valorem tax. exemption for the 2231 Fortune Road Project Palmera. This project carne before the Board previously. Ms. Carpenter stated this is the Balsam Green Palmera, Matt Hodges is here from the developer, and they too are asking for the Ad Valorem Tax Exemption. They sent a letter to formalize the request because it wasn't in their application originally. And again, this is going to be something we see in just about every development, unless someone has some other way ofgetting a tax exemption. On MOTION by Ms. Giel, seconded by Mr. Shaw, with all in favor ConsiderationofAdValoremTaxExemptionfor 2231 Fortune Road Project (Palmera -Balsam Green), was approved. ITEM #9 Consideration of Falcon Trace D, LLC Organizational Structure Change Request Mr. Flint stated item nine is consideration of Falcon Trace Il, LLC organizational structure change request. Ms. Carpenter stated this is a Birdsong development, one of the newer developments, Ed Haddock, is one of the guarantors, and he's restructuring some of his obligations and finances and putting things in a trust. Because there's a change in a guarantor, it needs Board approval. We may have to revise some of the guarantees to show the Trost. He's indicated this is not going to affect any of the ability to perform under these. the money's just going into a trust, most likely for tax planning in the future. 5 January20, 2026 OsceolaCounty HFA On MOTION by Ms. Giel, seconded by Mr. Shaw, with all in favor the Falcon Trace II, LLC Organizational Structure Change Request was approved. ITEM #10 Consideration of Surety Bond in Lieu Cash Escrow in Dominium Developments Mr. Flint stated item ten is consideration of surety bond in lieu of cash escrow for Dominium developments. Ms. Carpenter stated this is a continuation of the conversation where in the two Dominium applications, there may be a shortfall between the construction amount and the perm loan amount. Under Florida Housing's rules, that amount has to be escrowed, and it's just a difference in underwriting, because Freddie Mac underwrites to higher levels than Florida Housing. There's a gap in what they will approve versus what the HFA would approve. They have proposed putting a surety bond, rather than cash in escrow. The Board at the last meeting asked Seltzer to look into that and to do some more investigation. We asked Josh to write up his findings in a memo form, which you have, and the recommendation is add language to the bond, and the various bond documents that if there's any notice of cancelation or termination, they would replace the bond. If they can't, then the principal would have to fund the amount. Additionally, if the issuer went to draw on the bond and there was no money there, then the lump bonds would be in default Those are the recommendations. They revised the bond, the previous form of bond didn't really work. Ryan Johnson from Seltzer is on the phone ifyou have any questions, and we have Dominium here. Josh spent some time and had a couple phone calls with Dominium to talk through the structure and how this would all work. Ms. Carpenter added from my standpoint as a lawyer, cash is always better because you have it. However, a surety bond is different than a PNP bond, where you're fighting a construction contractor and you're looking at those issues. Florida Housing will accept a letter ofcredit, which is a similar vehicle with the same kind oflanguage that you can cal1 on in certain situations. It's up to the Board, it's an underwriting issue. Mr. Calhoun stated just to clarify in the event that a shortfal1 does occur in the bond, it says that the applicant will have to fund within five days, and if the applicant cannot fund, that's when maturity comes in. Dominium has five days to fund. IfDominium can't fund, then Chubb Insurance, who provides the surety bond would step in. This is only to help us create more affordable housing and not have to put money in an account that we can't touch from construction and right away. 6 January 20, 2026 OsceolaCounty HFA Mr. Flint asked Seltzer, are you comfortable with the form on the bond with their revisions? Mr. Johnson responded yes that is correct. Mr. Owen asked we do not have a guarantor present, correct? Ms. Carpenter responded Dominium is here, but we don't have an individual guarantor, we have a corporate guarantor. Ms. Giel asked what's the gap again? Ms. Carpenter asked Ryan, do you know what the gap was? It had started being a few million, but then with the tax abatement, it went down. But I don't recall what the difference was. Mr. Johnson responded I don't know it right off the top of my head, but we'll do some digging, and can provide you with the exact numbers. Mr. Calhoun stated this is for the St. Cloud Project on Kissimmee Park Road. Ms. Carpenter stated you could do a one time approval to try it for one transaction and see if there's any issue. On MOTION by Mr. Shaw, seconded by Ms. Giel, with all in favor the Surety Bond in Lieu of Cash Escrow for the St. Cloud Kissimmee Park Road project was approved as a one-time trial. ITEM #11 Ratification of Agreement with Greenberg Traurig to Provide IRS Examination ofthe Series 2017A (Vineland Landings Apartments) Bonds Mr. Flint stated item eleven is ratification of the agreement with Greenberg Traurig to provideIRSexamination oftheSeries2017A (VinelandLandingsApartments)Bonds. Ms. Carpenter stated this is a first, the HFA received word from the IRS, and apparently, they sent notices that no one ever got. They probably went to the County, we don't know where they went. They said it was a random audit of Atlantic Development Vineland Landings 2017. Greenberg Traurig, Bond Counsel, has tax expertise and Vanessa Lowry has done a number of these. She's been handling it with her staff, put together an engagement letter, which we asked the Chairman to sign, and we're asking the Board to ratify it, to cover the costs and expenses ofputting together all of the information for the audit. All compliance records, banking records, requisitions, everything, to show that they use the bond funds for the correct uses under the tax code. Mr. Flint asked who is paying? 7 January 20, 2026 Osceola CountyHFA Ms. Carpenter stated the borrower needs to pay. It took a little discussion, but they finally agreed to pay. The initial retainer with Greenberg Traurig was $10,000 and they've already used up to that. It's very detailed and the documents must be put into a special form ofDropbox to go to the IRS. There are all kinds of protocol for doing this. In response to paying, initially Atlantic Development said it's the HFA bonds. And we responded with no, we're a passthrough issue where they're your bonds: you have the records, you are the party who would have to pay any arbitrage or any penalties. It took some discussion. This started in November, they paid the retainer, so they have finally agreed, and they did put together a large number ofdocuments in the last 10 days or so. We're looking for the Board to ratify the Chairman signing this so the work could get underway back in December. On MOTION by Ms. aiel, seconded by Mr. Shaw, with all in favor, the Agreement with Greenberg Traurig to Provide IRS Examination of the Series 2017A (Vineland Landings Apartments) Bonds, was ratified. , ITEM #12 Authority Goals & Objedives A. Adoption ofFiscal Year 2026 Goals & Objectives B. PresentationofFinalFiscalYear2025GoalsandObjectives Mr. Flint stated the next item is Authority goals and objectives. The legislature adopted a requirement that special Districts adopt annual performance measures and standards, and those get reported. We're considering the Authority as a special District, They don't really go anywhere. They get reported on the District's website and presented at a Board meeting. The first item is the adoption ofthe Fiscal Year 2026 goals and objectives. What we've done is taken the same goals and objectives from Fiscal Year 2025 and reproduced those for Fiscal Year 2026. They're broken into threeareas, the first being public communication and engagement, and there's three goals under that. The first one dealing with public meetings, indicating that you'll meet a minimum ofthree times a year. Next would be the compliance with the meeting notice requirements. And then the third would be dealing withrecords compliance. The second category deals with affordable housing compliance, and the first being compliance management, occupancy reporting and site inspection objectives. The third area is financial transparency and accountability. The first goal deals with issuance of multifamily revenue housing bonds. The second being processing of disbursements, the third being deposit of funds, and the fourth being the annual audit. We've established the goals and objectives so they're achievable. They're yes or no situations, either you did or you didn't. We would suggest 8 January20,2026 OsceolaCountyHFA you approve the Fiscal Year 2026 goals and objectives consistent with the Fiscal Year 2025 that you previously considered. On MOTION by Ms. Giel, seconded by Mr. Shaw, with aU in favor, the Fiscal Year 2026 Goals & Objectives were approved. Mr. Flint stated your Fiscal Year 2025 goals and objectives are included in here, and we're asking the Board to approve the goals and objectives as accomplished, and then we'll post that on the District's website. On MOTION by Ms. Giel, seconded by Mr. Shaw, with all in favor, the Fiscal Year 2025 Goals & Objectives were approved as accomplished. ITEM#13 DiscussionofDraftFiscalYear2026 Budget Next is dealing with the Fiscal Year 2026 budget, which is the current fiscal year. It runs from October 1, 2025 through September 30, 2026. Effective October 15t this is the first time that GMS has controlled the HFA's finances. Previously, the accounting was handled by the Clerk of Court, their finance department. There wasn't an annual budget adopted each year, we would submit invoices as they come in for disbursement and payment But other than that, we really had no control or involvement over the finances. What we've done here is we've come up with just an initial operating budget, the revenue side reflects use of carry forward to balance the expenses. The largest portion of the revenue side is contingent upon issuers fees. When you issue bonds, there's an Issuer's Fee that is deposited. We don't have an accurate way to project how many bond issues you're going to do, so the first draft of the budget really just takes a portion of your cash that's in your balance sheet to budget these expenses. And we've based these expenses based on past the records we received from the Clerk. The expenses total $73,750 and include: attorney's fees; management fees; website maintenance, this fee includes the actual creation of the website, that number in future years will go down; postage; insurance, the District will bind a general liability policy that includes directors and officers or public officials liability, and we estimate that would be in the range of $6,000 a year; legal advertising; office supplies; that travel and per diem is primarily related to the annual conference, and there's an allowance under training for two times the $750 annual conference fee, and then the $2,000 is related to the hotel and per diem, etc. 9 January 20, 2026 Osceola County HFA Mr. Owen asked, ifmore than two go, can we take that as contingency? Mr. Flint responded yes, that's why contingencies there, to take into account any situations that we didn't anticipate. Next are the dues, licenses and subscriptions related to the $15,000 for lobbying, and then the membership fee with Florida ALHFA, and the $175 we pay to the DepartmentofCommerce. All right, anyquestionsonthat?Tpresentedthisasa draft.justbecause this is the first time the HFA is considering an annual budget. As far as formally ~opting· this, one approach would be in thespring, whenyouconsidernextFiscalYear2027,youapprovethecurrent yearand nextyearatthe sametime. On MOTION by Ms. Giel, seconded by Mr. Shaw, with all in favor. the Draft Fiscal Year 2026 Budget was approved and will be incorporated with the adoption of the Fiscal Year 2027 budget at the April21, 2026 meeting. ITEM #14 Discussion of Fiscal Year 2026 Audit Mr. Flint stated this will be the first year the HFA is responsible for the annual audit of Fiscal Year 2025, whichjust ended September 30th• That wi11 be the last one the County's finance department is doing. Going forward, the HFA wi11 be responsible for that independent audit The statutes provide a process to select an independent auditor, which typically involves the HFA appointing what's called an Audit Committee, which we would recommend the HFA appoint themselves as the Audit Committee, and then you would approve the form of the notice and request for proposals. which we'll advertise. When the responses come back, the Board will meet as the AuditCommitteeto review those,andthenthe HFA willapprovethem. Wecanstartthatprocessat yourFebruarymeeting, ifthat'sacceptable. lTEM#IS Staff Reports C. Attorney Mr.Flintstated Jan, anything? Ms. Carpenter stated we've had a lot of issues with all the developments and getting underwriting processed and done, and with San Jose and the HUD delays. We've been busy, and someoftheseoddthingsthathavecomebefore theBoardhavebeendifferentthan what we usually see.Onequickquestionthough, George,one ofthethingsI'djust liketomention tothe Boardiswe should formally adopt for applications. Normally, we say we'll accept the Florida Housing or in Orange County, but we should think about, do we want to pick one or the other? Or are we fine 10 January 20, 2026 Osceola County HFA being flexible? It really depends on the structure of a deal. If they're looking for credits than the Florida Housing one sometimes it's easier because you have to fill it out anyway. So anyway, just a couple of things. We'll come back to you to get the website up and running so people can start calling OMS rather than us when they want to apply. That's it for us. Mr. Flint stated one more thing on the audit I just remembered the HFA had previously held an Audit Committee meeting, we advertised the RFP and they were due in November. We didn't receive any responses. We'll go through the same process again and restart it at the February meeting. We may want to go out and engage Grau or somebody. D. Manager i. Approval of Check Register Mr. Flint stated we have approval the check register again, something new for the HFA. If you haven't seen this, this is for the HFA General Fund for November Ist through December 31st. It's checks, 1-13, $2.7 million ofthis is moving the money to the MFA investment account held with the SBA. You have the check register behind the summary that lists what they were cut for. Ms. Carpenter stated two of our invoices relate to developments so let me check on one of those. Ifit was related to a closing, they shouldn't have been paid by the HFA. Mr. Flint asked any questions on the check register? There being none, On MOTION by Mr. Shaw seconded by Ms. Giel, with all in favor, the Check Register was approved subject to District Counsel's verification on invoices. ii. Balance Sheet and Income Statement Mr. Flint stated we have the unaudited financial statements through December 31st• These are a work in progress. The balance sheet shows $64,796 in the Truist operating account, and then the $2.7 million that was transferred to the SBA, we've got some accounts payable and then unassigned of$2,760,000. The statement ofrevenue and expenditures are reflected there. We've put the proposed budget in there for frame of reference, and then prorated that 1/12th a month, and then you see the prorated against the actuals. On a prorated basis, we're under budget through the first three months. And then there's a month to month here thatshows the expenses by month. No action required on the financials. II January 20, 2026 OsceolaCountyHFA ITEM #16 Other Business A. Presentation of Occupancy Reports Mr.Flintaskedanydiscussion onthese? There being none, ITEM #17 Authority Member Requests/Comments Mr.FlintaskedarethereanyAuthorityMemberrequests andcomments,anyotheritemsthe Board wantedtodiscusswasnoton theagenda? Mr.OwenaskedJan,we've discussedraisingtheapplicationfeeforout ofcountyprojects. Did that get approved? Ms. Carpenterrespondedyes,weheldapublichearingonthat ITEM #18 Next Meeting Date Mr.FlintstatedthenextmeetingdateisthespecialmeetingsetforFebruary6that 1:00p.m. at this location. It's really important everybody is there so we get three for sure. The reason for this isthatweneedadelegationresolutionandto signdocumentsforCrestwood, whichneeds to close because we just got the underwriting report approved. We couldn't get substantially final documents done at the same meeting. It should be a quick meeting. That should really be the only agenda item is having a delegation resolution, and Mike will be here to present that on the bonds. ITEM #19 Adjournment On MOTIONbyMr.ShawsecondedbyMr. Owen,withallinfavor, the meeting was adjourned. 12